Concorde Strategies Group, Inc.
444 Madison Avenue, Suite 1710
New York, NY 10022
(212) 317-0060
By EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street NW
Washington, DC 20549
Re: Concorde Strategies Group, Inc.
Form 8-A
Common Stock and Series B Convertible Preferred Stock,
Sec. 12(g) File No. 33-21546-D
Dear Sirs and Ladies:
Registrant Concorde Strategies Group, Inc. (formerly known as
Nite-Lite USA, Ltd. and originally incorporated as Unified
Industries, Inc.) files Form 8-A to register its Common Stock, no
par value, and Series B Convertible preferred Stock, no par value,
under Section 12(g) of the Securities Exchange Act of 1934.
Registrant currently files annual reports on Form 10-KSB, quarterly
reports on Form 10-QSB, and interim reports on Form 8-K. All such
reports are current for the periods covered thereby.
Registrant files the Form 8-A by EDGAR, since the registrant has
the EDGAR identification. If hard copy filing, or supplemental
forwarding of the EDGAR filing is desired, please advise.
Please advise the undersigned by telephone or fax if there are any
questions about this filing.
Yours sincerely,
CONCORDE STRATEGIES GROUP, INC.
/s/ Robert Gordon
Robert Gordon
President
RG:gl
enc.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Concorde Strategies Group, Inc. (fka Nite-Lite USA, Ltd.; fka
Unified Industries, Inc.)
(Exact name of registration as specified in its charter)
Colorado
84-1108035
(State of Incorporation) (I.R.S.
Identification No.)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each
exchange on
to be so registered which each class
is to be
registered
None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(a), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, No Par Value
Series B Convertible Preferred Stock, No Par Value
(Title of Classes)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
(a) Capital Stock. Pursuant to its Articles of
Incorporation, the Registrant is authorized to issue 600,000,000
shares, of which (i) 500,000,000 are shares of Common Stock, no par
value; and 100,000,000 are shares of Preferred Stock, no par value.
No class of shares is entitled to preemptive rights of any kind.
There are no provisions of the Articles of Incorporation or By-laws
which would have an effect of delaying, deferring or preventing a
change in control of the Registrant and that would operate only
with respect to an extraordinary corporate transaction involving
the Registrant (such as a merger, reorganization, tender offer,
sale or transfer of all substantially all of its assets, or
liquidation).
Common Stock. Each share of Common Stock entitles the
holder thereof to one vote at all meetings of shareholders at which
a matter is submitted to a vote of shareholders. Cumulative voting
is not permitted. A majority of the shares of Common Stock
entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. Except where otherwise
required by the Colorado Business Corporation Act, the vote of the
holders of a majority of the shares present at a meeting where a
quorum is present, is required to approve matters submitted for a
vote. Each share of Common Stock entitles the holder thereof,
subject to prior rights of holders of any outstanding Preferred
Stock, to receive any dividends declared by the board of directors
of the Registrant, and in the event of dissolution, liquidation or
winding up of the Registrant, to share ratably in assets remaining
after creditors (including holders of any Preferred stock, as to
liquidation preference) have been paid.
Preferred Stock. The preferred stock is issuable in one
or more series by authority of the board of directors of the
Registrant, without shareholder authorization, as to rights to
redemption, preference in liquidation, dividends and other matters,
as to special, conditional, or limited voting rights (or no voting
rights). The Preferred Stock could rank prior to the Common Stock
with respect to payment of dividends and the return of capital in
the event of dissolution, liquidation or winding up of the
Registrant.
Series B Convertible Preferred Stock. The holders of
shares of Series B Convertible Preferred Stock have no voting
rights whatsoever, either separately or as a class, and no holder
of Series B Convertible Preferred Stock shall vote or otherwise
participate in any proceedings in which actions are taken by the
Registrant or by stockholders thereof or be entitled to
notification as to any meeting of the board of directors or
stockholders. No dividend shall be declared or paid or any other
distribution declared, ordered or made upon the Series B
Convertible Preferred Stock. Each share of Series B Convertible
Preferred Stock is convertible into 1.25 shares of Common Stock at
the election of the holder thereof at any time after October 15,
1998, but before the close of business on October 14, 2002.
(b) Debt Securities. Not applicable.
(c) Warrants and Rights.
Series B Convertible Stock Purchase Warrants. Each
Warrant entitles the holder thereof to purchase one share of Series
B Convertible Preferred Stock at a price of $3.00 per share at any
time after August 1, 1999, and prior to 5:00 p.m. Eastern Time on
February 1, 2002. The Company may extend the exercise period by
giving notice of such extension. The Warrants are redeemable by
the Company at any time after thirteen months after issuance and
prior to their expiration at a rate of $.05 per Warrant, upon 30
days prior written notice, provided that the closing sale price of
the Series B Convertible Preferred Shares as reported on the OTC
Electronic Bulletin Board shall have been at least $4.80 (160 per
cent of the exercise price of the Warrants) on each of the 20
consecutive days ending on the tenth day prior to the day on which
the notice of redemption is given. Warrants may be exercised during
the 30 day notice period.
(d) Other Securities. Not applicable.
(e) Market Information.
There had not been any trading market in the Company's
securities from July 19, 1989 through March 24, 1997. The stock
resumed trading on March 24, 1997 under the symbol "CSGG" on the
OTC Electronic Bulletin Board. The number of record shareholders on
December 31, 1998 for the Company's Common Stock was 232 and for
its Series B Convertible Preferred Stock (symbol "CSGGP") was 55
shareholders. There currently are 7 market makers for the
Company's Common Stock and 9 market makers for its Series B
Convertible Preferred Stock.
The following tables show for the periods indicated the range of
high and low bid quotes for the Common Stock and Series B
Convertible Preferred Shares obtained from the OTC Electronic
Bulletin Board and reflect inter-dealer prices, do not include
retail mark-ups, mark-downs, or other fees or commissions, and may
not necessarily represent actual transactions.
COMMON STOCK TRADING HISTORY (Since March 24, 1997)
Fiscal 1997 High Low
Quarter ended March 31, 1997 $0.6250 $0.3750
Quarter ended June 30, 1997 $0.8750 $0.8125
Quarter ended September 30, 1997 $2.0000 $0.6250
Quarter ended December 31, 1997 $1.9375 $1.3437
Fiscal 1998
Quarter ended March 31, 1998 $1.5625 $0.6250
Quarter ended June 30, 1998 $1.0000 $0.4375
Quarter ended September 30, 1998 $0.7500 $0.0313
Quarter ended December 31, 1998 $0.1875 $0.0313
Fiscal 1999
Quarter ended March 31, 1999 $0.6250 $0.0400
Quarter ended June 30, 1999 $0.5000 $0.1563
SERIES B CONVERTIBLE PREFERRED SHARE TRADING HISTORY (Since
December 4, 1997)
Fiscal 1997 High Low
Quarter ended December 31, 1997 $0.3125 $0.8750
Fiscal 1998
Quarter ended March 31, 1998 $4.7500 $0.4375
Quarter ended June 30, 1998 $5.0625 $4.1250
Quarter ended September 30, 1998 $5.1250 $0.4375
Quarter ended December 31, 1998 $1.8750 $1.0625
Fiscal 1999
Quarter ended March 31, 1999 $6.0625 $1.5500
Quarter ended June 30, 1999 $6.1250 $2.1250
(f) American Depository Receipts. Not Applicable.
Item 2. Exhibits. (i) The Articles of Incorporation (as amended)
and the By-Laws of the Registrant are
incorporated by reference from the
Registrant's Registration Statement on Form S-18, filed
under the name of Unified
Industries, Inc., Commission File Number 33-21546-D.
(ii) Articles of Amendment to the Articles of
Incorporation filed with the State of Colorado
(iii) Form of Series B Convertible Preferred
Stock Purchase Warrant.
Pursuant to the requirements of the Securities Act of 1934
Concorde Strategies Group, Inc. has caused this registration
statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.
Concorde Strategies Group, Inc.
August 19, 1999
By: /s/ Robert Gordon
President
<PAGE>
EXHIBIT 2.
Mail to: Secretary of State For office
use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelopeARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
First: The name of the corporation is Concorde Strategies Group, Inc.
Second: The following amendment to the Articles of Incorporation was
adopted on July 24, 1997, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
Incorporators
No shares have been issued but Directors Elected - Action by
Directors
X Such amendment was adopted by the board of directors where
shares have been issued and shareholder action was not required.
CRS section 7-106-102
Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
The text of the Amendment follows:
There is created out of the authorized class of preferred stock, the Series
B Convertible Preferred Stock, for which 1.5 million shares of preferred stock
are hereby designated the "Series B Convertible Preferred Stock" with the
following rights: No voting rights, separately or as a class, unless voting
rights are specifically granted under the Colorado Business Corporation Act; No
right to notification of meetings of the board of directors or of the
shareholders of the Corporation; No dividend shall ever be declared or paid or
made upon the Series B Convertible Preferred Stock; Each share of Series B
Convertible Preferred Stock is convertible into 1.25 shares of Common Stock of
the Corporation, at the election of the holder at any time after October 15,
1998 but before the close of business on October 14, 2002.
Concorde Strategies Group, Inc.
/s/ Stephen E. Rounds
Stephen E. Rounds, Attorney
duly authorized
Revised 7/95
<PAGE>
EXHIBIT 3. Form of Series B Convertible Preferred Stock Purchase
Warrant
Each Warrant entitles the Warrant holder to purchase, commencing upon the
Exercise Date, as defined in paragraph 1 of this Certificate, but before 5:00
o'clock p.m. Eastern Standard Time, on the 1st day of February, 2002
("Expiration Date") but not thereafter, to subscribe for, purchase and receive
one (1) fully paid share of Series B Convertible Preferred Stock of Concorde
Strategies Group, Inc. , a Colorado Corporation (the "Company"), at a purchase
price of three dollars ($3.00) cash per share of Series B Convertible Preferred
Stock ("Exercise Price") upon presentation and surrender of this Warrant and
upon payment of the Exercise Price for such shares of Series B Convertible
Preferred Stock of the Company, at any time after the Exercise Date, but only
subject to the conditions set forth herein. The Exercise Price, the number of
shares purchasable upon exercise of each warrant, and the Expiration Date are
subject to adjustments described herein.
1. The Warrants may be exercised in whole or in part at any time after
August 1, 1999 and prior to 5:00 p.m. Eastern Time on the 1st day of February,
2002 ("Expiration Date"): provided, however, that the Company may extend the
Exercise Period of this Warrant by giving notice of such extension.
2. The Company may extend the Expiration Date for the exercise of this
warrant at any time by giving thirty (30) days' written notice thereof to the
Warrant holder.
3. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. In the event the Series B
Convertible Preferred Stock issuable upon exercise of the Warrant shall be
changed into the same or different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification or otherwise, or in
the event the Company shall at any time issue Series B Convertible Preferred
Stock by way of dividend or other distribution on any stock of the Company, or
subdivide or combine the outstanding shares of Series B Convertible Preferred
Stock, then in each such event the Holder of the Warrant shall have the right
thereafter to execute such Warrant and receive the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Series B
Convertible Preferred Stock into which such Warrant might have been exercised
immediately prior to such reorganization, reclassification or change. In the
case of any such reorganization, reclassification or change, the Exercise Price
shall also be appropriately adjusted so as to maintain the aggregate Exercise
Price. No adjustment of the Exercise Price shall be made as a result of or in
connection with (1) the issuance of Series B Convertible Preferred Stock of the
Company pursuant to options, warrants and share purchase agreements now in
effect or hereafter outstanding or created, (2) the establishment of option
plans of the Company, the modification, renewal or extension of any plan now in
effect or hereafter created, or the issuance of Series B Convertible Preferred
Stock upon exercise of any options pursuant to such plans, (3) the issuance of
Series B Convertible Preferred Stock in connection with an acquisition,
consolidation or merger of any type in which the Company is the continuing
corporation, or (4) the issuance of Series B Convertible Preferred Stock in
consideration of such cash, property or service as may be approved by the Board
of Directors of the Company.
4. The Company may, in its sole discretion, lower the purchase price at
any time, or from time-to-time. When any adjustment is made in the purchase
price, the Company shall cause a copy of such statement to be mailed to the
Warrant holder, as of a date within ten (10) days after the date when the
purchase price has been adjusted.
5. REDEMPTION. The Company shall have the right to redeem any or all
outstanding and unexercised Warrants at a redemption price of $.05 per Warrant
upon thirty (30) days' written notice in the event (i) a Registration Statement
registering for sale under the Securities Act of 1933, as amended (the "Act"),
the shares of the Company's Series B Convertible Preferred Stock issuable upon
exercise of the Warrant, has been filed with the Securities and Exchange
Commission and is in effect on the date of written notice and the redemption
date herein, (ii) there has been developed and exists on the date of written
notice a public trading market for the Company's Series B Convertible Preferred
Stock and such shares are listed for quotation on the NASDAQ Stock Market or OTC
Electronic Bulletin Board, and (iii) the public trading price of the Company's
Series B Convertible Preferred Stock has equaled or exceeded $4.80 per share for
twenty (20) or more consecutive trading days ending on the tenth day prior to
the day on which the notice of redemption is given. On each occasion that the
Company elects to exercise its rights of redemption, the Company must mail such
written notice within ten (10) days following the satisfaction of all of the
foregoing conditions. The holders of the Warrant called for redemption shall
have the right to exercise the Warrants evidenced hereby until close of business
on the date next preceding the date fixed for redemption. On or after the date
fixed for redemption, the holder hereof shall have no rights with respect to
this Warrant except the right to receive $.05 per Warrant.
